Common use of Capital Stock of Merger Sub Clause in Contracts

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 48 contracts

Sources: Merger Agreement (Dayforce, Inc.), Merger Agreement (Snap One Holdings Corp.), Merger Agreement (Resideo Technologies, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 22 contracts

Sources: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.), Merger Agreement (Anixter International Inc), Merger Agreement (Wesco International Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 14 contracts

Sources: Merger Agreement (Emc Corp), Merger Agreement (Cost Plus Inc/Ca/), Merger Agreement (Bed Bath & Beyond Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

Appears in 13 contracts

Sources: Merger Agreement (Graham Holdings Co), Merger Agreement (SmartPros Ltd.), Merger Agreement (Archipelago Learning, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 13 contracts

Sources: Merger Agreement (Elevation Oncology, Inc.), Merger Agreement (Morphic Holding, Inc.), Merger Agreement (XOMA Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 12 contracts

Sources: Merger Agreement (Biogen Inc), Merger Agreement (Idec Pharmaceuticals Corp / De), Merger Agreement (Commscope Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 11 contracts

Sources: Merger Agreement (Healthequity, Inc.), Merger Agreement (Wageworks, Inc.), Merger Agreement (Cincinnati Bell Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.

Appears in 8 contracts

Sources: Merger Agreement (Bethlehem Steel Corp /De/), Merger Agreement (Lukens Inc), Merger Agreement (Elite Information Group Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 7 contracts

Sources: Merger Agreement (Bioverativ Inc.), Merger Agreement (Cogent Communications Group Inc), Merger Agreement (Cogent Communications Group Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 4 contracts

Sources: Merger Agreement (Magellan Technology Inc), Agreement and Plan of Reorganization (One Dentist Resources), Merger Agreement (Wallstreet Racing Stables Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 4 contracts

Sources: Merger Agreement (Ceres Ventures, Inc.), Merger Agreement (Harborview Master Fund Lp), Merger Agreement (Hepalife Technologies Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving CorporationEntity.

Appears in 4 contracts

Sources: Merger Agreement (Rubicon Financial Inc), Merger Agreement (Issg, Inc.), Merger Agreement (Rubicon Financial Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Appears in 4 contracts

Sources: Merger Agreement (Questar Corp), Merger Agreement (Dominion Resources Inc /Va/), Merger Agreement (Duke Energy CORP)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation.

Appears in 4 contracts

Sources: Merger Agreement (PPD, Inc.), Merger Agreement (Thermo Fisher Scientific Inc.), Merger Agreement (Endocyte Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.

Appears in 3 contracts

Sources: Merger Agreement (Iq Software Corp), Merger Agreement (Physician Reliance Network Inc), Merger Agreement (American Oncology Resources Inc /De/)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Sub, par value $0.001 per share, shall be converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving CorporationCompany. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Company into which they were converted in accordance with the immediately preceding sentence.

Appears in 3 contracts

Sources: Merger Agreement (CMC Materials, Inc.), Merger Agreement (CMC Materials, Inc.), Merger Agreement (Entegris Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.01, of the Surviving CorporationCompany.

Appears in 3 contracts

Sources: Merger Agreement (Fleetcor Technologies Inc), Merger Agreement (Community Health Systems Inc), Merger Agreement (Health Management Associates, Inc)

Capital Stock of Merger Sub. Each issued and outstanding --------------------------- share of the capital stock of Merger Sub shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Iprint Com Inc), Merger Agreement (Iprint Com Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .001 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (I2 Technologies Inc), Merger Agreement (I2 Technologies Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Sub, par value $0.0001 per share, shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (United Rentals, Inc.), Merger Agreement

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Buffalo Wild Wings Inc), Merger Agreement (Facet Biotech Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock Capital Stock of Merger Sub shall be converted into and shall become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Audiocodes LTD), Merger Agreement (Audiocodes LTD)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.10 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Hospitality Distribution Inc), Merger Agreement (Cec Entertainment Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non- assessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement, Merger Agreement

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation, and shall thereupon constitute the only outstanding shares of capital stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Medistem Inc.), Agreement and Plan of Merger (Intrexon Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Sources: Merger Agreement (Sage Summit LP), Merger Agreement (GLG Partners, Inc.)

Capital Stock of Merger Sub. Each issued and --------------------------- outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .001 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Wadhwani Romesh), Merger Agreement (Aspect Development Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.01, of the Surviving CorporationCompany.

Appears in 2 contracts

Sources: Merger Agreement (Entegris Inc), Merger Agreement (Atmi Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Eastman Chemical Co), Merger Agreement (Solutia Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.001 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Amacore Group, Inc.), Merger Agreement (Amacore Group, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Liposcience Inc), Merger Agreement (Medtox Scientific Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one 1,000,000 validly issued, fully paid and nonassessable share shares of common stock, par value $0.01 per sharepar value, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Independent Brewers United, Inc.), Merger Agreement (Pyramid Breweries Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, (1) fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Solexa, Inc.), Merger Agreement (Illumina Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Initial Surviving CorporationCompany (“Initial Surviving Company Stock”).

Appears in 2 contracts

Sources: Merger Agreement (GrubHub Inc.), Merger Agreement

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.01 per share, of the Surviving Corporation, so that after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Cott Corp /Cn/), Merger Agreement (DS Services of America, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Creative Host Services Inc), Merger Agreement (Icos Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporationsurviving corporation in the Reverse Merger.

Appears in 2 contracts

Sources: Merger Agreement (Seabulk International Inc), Merger Agreement (Seacor Holdings Inc /New/)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, no par value, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (King Pharmaceuticals Inc), Merger Agreement (Mylan Laboratories Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Merger Sub shall automatically be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Gener8 Maritime, Inc.), Merger Agreement (Serena Software Inc)

Capital Stock of Merger Sub. Each At the Effective Time, each issued and outstanding share of capital stock of Merger Sub Common Stock shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Agrify Corp), Merger Agreement (Agrify Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Teva Pharmaceutical Industries LTD), Merger Agreement (Cephalon Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only issued and outstanding capital stock of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Ladish Co Inc), Merger Agreement (Allegheny Technologies Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.;

Appears in 2 contracts

Sources: Plan of Merger and Exchange Agreement (Neuberger Berman Inc), Plan of Merger and Exchange Agreement (Neuberger Berman Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of --------------------------- capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation, and such shares shall, collectively, represent all of the issued and outstanding capital stock of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Digital Generation Systems Inc), Merger Agreement (Ginsburg Scott K)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock ---------------------------- of Merger Sub Common Stock shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Formation Agreement (International Computex Inc), Formation Agreement (Galvin Michael Jeffrey)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub that is issued and outstanding prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the First-Step Surviving CorporationCompany and shall constitute the only outstanding shares of capital stock of the First-Step Surviving Company.

Appears in 2 contracts

Sources: Merger Agreement (Aep Industries Inc), Merger Agreement (Berry Plastics Group Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Intermediate Surviving Corporation.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Basin Water, Inc.), Agreement and Plan of Merger (Basin Water, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.0001 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Sphere 3D Corp), Merger Agreement (Overland Storage Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Common Stock shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Analytical Surveys Inc), Merger Agreement (Docucon Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (MyoKardia, Inc.), Merger Agreement (Energysouth Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Darden Restaurants Inc), Merger Agreement (Rare Hospitality International Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share0.001, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Grant Ventures Inc), Merger Agreement (Grant Ventures Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

Appears in 2 contracts

Sources: Merger Agreement (Zhone Technologies Inc), Merger Agreement (Koninklijke Philips Electronics Nv)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of the Merger Sub shall be converted into and become one validly issued, (1) fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving CorporationEntity.

Appears in 1 contract

Sources: Purchase Agreement (Oakley Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Innovative Food Holdings Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, (1) fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving CorporationEntity.

Appears in 1 contract

Sources: Merger Agreement (Peplin Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Investors Heritage Capital Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of Merger Sub shall be converted into one fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Provena Foods Inc)

Capital Stock of Merger Sub. Each issued and then-outstanding share of capital stock common stock, no par value, of Merger Sub shall be converted into and become one (1) duly authorized, validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Limelight Media Group Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Sub, par value $0.001 per share, shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Biotelemetry, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, $0.01 par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Sagent Pharmaceuticals, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Basin Exploration Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.;

Appears in 1 contract

Sources: Merger Agreement (Hanover Direct Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Opgen Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 1 contract

Sources: Series B Preferred Stock Purchase Agreement (Spirent PLC)

Capital Stock of Merger Sub. Each issued and outstanding share of each class of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of the common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Simmons Co)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per .0001per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Mobile Storage Group Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock stock, par value of $0.01 per share, of Merger Sub as of immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Galaxy Gaming, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Rutherford-Moran Oil Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Constellation Brands, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub Sub, par value $1.00 per share, shall automatically be canceled and converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Triple-S Management Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.paid

Appears in 1 contract

Sources: Merger Agreement (Getchell Gold Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, (1) fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (TBC Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.001 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Lenco Mobile Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Triple-S Management Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub outstanding as of the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Michael Foods Inc/New)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Aemetis, Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Snipp Interactive Inc.)

Capital Stock of Merger Sub. Each At the Effective Time, all of the issued and outstanding share shares of capital stock of Merger Sub shall be converted into and become one validly issuedbecome, in the aggregate, 1,000 fully paid and nonassessable share shares of common stock, par value $0.01 per share, capital stock of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Suiza Foods Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share0.0001, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (RealD Inc.)

Capital Stock of Merger Sub. Each of the issued and outstanding share 100 shares of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stockCommon Stock, par value $0.01 0.025 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Digital Products Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Micromuse Inc)

Capital Stock of Merger Sub. Each issued and then outstanding share of capital stock common stock, no par value, of Merger Sub shall be converted into and become one duly authorized, validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Inncardio, Inc)

Capital Stock of Merger Sub. Each ordinary share, par value $0.01 per share, of Merger Sub, issued and outstanding share of capital stock of Merger Sub immediately prior to the Effective Time, shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stocknon-assessable ordinary share, par value $0.01 per share, of the Surviving CorporationCompany and shall constitute the only issued and outstanding share capital of the Surviving Company except for the Subsidiary Shares, if any, which shall remain issued and outstanding, and the register of members of the Surviving Company shall forthwith be updated to reflect such conversion.

Appears in 1 contract

Sources: Merger Agreement (Netshoes (Cayman) Ltd.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Common Stock shall be converted into and become one validly issued, fully paid and nonassessable share of common stockstock of the Surviving Corporation and, par value $0.01 per shareas converted, shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Ashford Com Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per sharepar value, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Renovaro Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Discount Auto Parts Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share.001, of the Surviving Corporation.;

Appears in 1 contract

Sources: Merger Agreement (XRG Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.001, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Spectranetics Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving CorporationCorporation (the “Surviving Corporation Common Stock”).

Appears in 1 contract

Sources: Merger Agreement (Glowpoint, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Imperial Industries Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common ---------------------------- stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Jiffy Lube International Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of --------------------------- capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Zhone Technologies Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of capital stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (Authentec Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (SBS Technologies Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, without par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Jo-Ann Stores Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Ubiquity, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Spectrasite Holdings Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Common Stock shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 1 contract

Sources: Merger Agreement (Teradata Corp /De/)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.;

Appears in 1 contract

Sources: Merger Agreement (Blue Martini Software Inc)